Item 8.01. Other Events
On December 2, 2019, First Citizens BancShares, Inc. (“BancShares”) and its wholly-owned subsidiary First-Citizens Bank & Trust Company (“FCB”) and Entegra Financial Corp. (“Entegra”) and its wholly-owned subsidiary Entegra Bank (collectively with BancShares, FCB, and Entegra, the “Parties”) entered into a Letter of Agreement (the “LOA”) with the Department of Justice, Antitrust Division (the “DOJ”) in connection with the proposed merger of Entegra and Entegra Bank into FCB (collectively, the “Merger”). The LOA requires that the Parties divest three Entegra Bank branches located in western North Carolina: Holly Springs (30 Hyatt Road, Franklin, NC), Highlands (473 Carolina Way, Highlands, NC), and Sylva (498 East Main, Sylva, NC) (the “Divestiture Branches”). The Parties are required to enter into a sale agreement for the Divestiture Branches with a competitively suitable purchaser prior to the close of the Merger, which purchaser will be subject to the prior approval of the DOJ (the “Divestiture”). The Divestiture must occur within 180 days after the consummation of the Merger and, if not complete by such time, the Divestiture Branches will be transferred to an independent trustee for sale. The Divestiture is designed to resolve any competitive concerns raised by the DOJ concerning the Merger.
The LOA provides that the Parties may not exclude any customer relationships from the Divestiture except as expressly agreed with the DOJ. The Parties are also required to preserve, maintain, and continue to operate the Divestiture Branches prior to consummation of the Divestiture. The Parties may not reacquire any of the Divestiture Branches for at least five years after the consummation of the Divestiture. If the Parties decide to close any of their branches in any of the counties in which a Divestiture Branch is located within three years of the close of the Merger, any such branch must be sold or leased to a commercial bank. A divestiture statement identifying the Divestiture Branches and other information is available on the website of each party.
Disclosures About Forward Looking Statements
This Current Report on Form 8-K (this “Report”) may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. For the purposes of these discussions, any statements that are not statements of historical fact may be deemed to be forward looking statements. Such statements are often characterized by the use of qualifying words such as “expects,” “anticipates,” “believes,” “estimates,” “plans,” “projects,” or other statements concerning opinions or judgments of BancShares and its management about future events. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those described in the statements. Forward-looking statements in this Report include statements regarding BancShares’ expectations regarding the benefits of the Merger, other statements concerning opinions or judgments of BancShares and its management about future events, future financial and operating results and the respective plans, objectives, and intentions, the benefits to FCB of the Merger, and when the Merger will be completed. The accuracy of such forward-looking statements could be affected by factors beyond BancShares’ control, including, but not limited to, the failure to obtain or delays in the receipt of regulatory approvals that must be received before the Merger may be completed, the failure to obtain or delays in the satisfaction or waiver of other conditions to the consummation of the Merger, uncertainties as to the Merger, the risk the Merger may not be completed in a timely manner or at all, the risk that the cost savings and any revenue synergies from the Merger may not be realized or take longer than anticipated to be realized, disruption from the Merger with customer, supplier, or employee relationships, the occurrence of any event, change, or other circumstances that could give rise to the termination of the merger agreement, the possibility that the amount of the costs, fees, expenses, and charges related to the Merger may be greater than anticipated, including as a result of unexpected or unknown factors, events, or liabilities, the risk of potential litigation or regulatory action related to the Merger, general competitive, economic, political, and market conditions, and difficulties experienced in the integration of the businesses of Entegra and FCB. These forward-looking statements are made only as of the date of this Report, and BancShares undertakes no obligation to revise or update these statements following the date of this Report, except as may be required by law.